Getty Images Holdings, Inc. - Jul 22, 2022 Form 3 Insider Report for Getty Images Holdings, Inc. (GETY)

Role: Director, 10%+ Owner
Signature: /s/ Jan D. Moehl, as Authorized Officer of Getty Investments L.L.C.
Stock symbol: GETY
Transactions as of: Jul 22, 2022
Transactions value $: $0
Form type: 3
Date filed: 7/22/2022, 06:01 PM

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	GETY	Class A common stock						130M	Jul 22, 2022	Direct

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
holding	GETY	Earnout Shares							Jul 22, 2022	Class A common stock	35.5M		Direct	F1

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Pursuant to the Business Combination Agreement, dated as of December 9, 2021, among the Issuer and certain other parties (the "Agreement"), Getty Investments L.L.C. (the "Reporting Person") has the contingent right to receive a pro rata amount of Class A common shares in each of three earnout periods, if at any time during the 10 year period following July 22, 2022 the volume weighted average price of a Class A common share is greater than or equal to, for any 20 trading days within any 30 consecutive trading day period (an "earnout period"): $12.50 for the first earnout period; $15.00 for the second earnout period; and $17.50 for the third earnout period as adjusted pursuant to the Agreement.

Content

Pursuant to the Business Combination Agreement, dated as of December 9, 2021, among the Issuer and certain other parties (the "Agreement"), Getty Investments L.L.C. (the "Reporting Person") has the contingent right to receive a pro rata amount of Class A common shares in each of three earnout periods, if at any time during the 10 year period following July 22, 2022 the volume weighted average price of a Class A common share is greater than or equal to, for any 20 trading days within any 30 consecutive trading day period (an "earnout period"): $12.50 for the first earnout period; $15.00 for the second earnout period; and $17.50 for the third earnout period as adjusted pursuant to the Agreement.

Remarks:

On December 9, 2021, the Reporting Person entered into a stockholders agreement with the Issuer and certain other stockholders of the Issuer (the "Stockholders Agreement"). By virtue of the Stockholders Agreement and the obligations and rights thereunder, the Reporting Person may be deemed to be in a "group" with certain other stockholders of the Issuer for purposes of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). This filing shall not be deemed an admission that such persons constitute a "group" for purposes of the Exchange Act and the Reporting Person expressly disclaims such group membership and any pecuniary interest in any securities not directly owned by the Reporting Person. The Reporting Person may be deemed a director by deputization for purposes of Section 16 of the Exchange Act by virtue of the fact that Mark Getty, Jonathan Kline and Patrick Maxwell were elected to the board of directors of the Issuer as representatives of the Reporting Person. // This Form 3 is being filed by the Issuer on behalf of the Reporting Person in order to comply with the reporting requirements of Section 16 of the Exchange Act ("Section 16"). On July 21, 2022, the Reporting Person submitted an Update Passphrase request with the Securities and Exchange Commission. The Reporting Person does not expect to receive updated EDGAR filing codes prior to the deadline to file this Form 3 under Section 16. The Reporting Person plans to promptly file a Form 3 using its personal EDGAR codes upon receipt of such codes.